Corporate and Institutional Banking Customer Agreement · 2 DANSKE BANK Corporate and Institutional Banking Customer Agreement Contents Completion Instructions 3 Section 1 - Company

Corporate and Institutional Banking Customer Agreement

2 DANSKE BANK

Corporate and Institutional Banking Customer Agreement

ContentsCompletion Instructions 3Section 1 - Company Information 5

Details of Company Secretary and all of the Company Directors Details of Beneficial Owners of the Company Deposit Interest Retention Tax (DIRT) Declaration Shareholding Entity owning 25% or more Declaration in accordance with Section 263, Taxes Consolidation Act, 1997.

Section 2 – Package and Product Selection: 10Danske Corporate AccountBusiness eBanking ATM/Debit Card MasterCard Corporate Card Account Currency Account Business Investment Account Business eSaver Account EFTS Services

Section 3 – Product Agreements and Mandates 11Danske Corporate Account Danske Bank EFTS Service Business eBanking Business eBanking – Administrator user authorisation

Section 4 - ATM Debit Card Application and Mandate 13Section 5 - Application for a Corporate Card Account 15

and Cardholders Corporate Card Application Section 6 - Account Mandate 17Section 7 - Board Resolution 19Section 8 – How we use Personal Information form 21Section 9 – Signature Card Form 23

DANSKE BANK 3

Completion Instructions

Before completing and signing this agreement you should read the following listed documents (where applicable) carefully.

These documents are available on our website at www.danskebank.ie/termsandconditionsThey are also available in print on request.

By completing and signing this agreement, you will be deemed to have read, understood and agreed to the relevant terms and conditions before we open the account or provide you with a product. If you do not understand any point, please contact your Relationship Manager.

• General Terms and Conditions for Business • Special Terms and Conditions for Business

Customer Agreement and Special Terms and Conditions for Business Current Accounts

• ‘Special Terms and Conditions – ATM/Debit Card• ‘Special Terms and Conditions – Corporate Card’• ‘Special Terms and Conditions – Business

Currency Account’• ‘Special Terms and Conditions –Savings and

Deposit Accounts’

• ‘Special Terms and Conditions – Business eBanking Service’

• Module Descriptions for Business eBanking • ‘Clear & Simple – Business fees and charges

explained’• ‘International Products and Services - fees

charges and services explained’• ‘Terms and Conditions – Custody Accounts for

Business’• ‘Terms and Conditions – Securities Trades for

Business’• Terms of Business

1. Read and understand the following documents

Please complete this form in Block Capitals

4 DANSKE BANK

2. Identification Requirements

Before we enter a business relationship with you we are obliged under the Criminal Justice (Money Laundering & Terrorist Financing) Act 2010 to conduct certain checks and request that you provide documents that will identify the Company, its directors and ultimately its beneficial owners. In certain circumstances we may require further information which we will discuss with you. Please contact your Relationship Manager for the exact requirements for your application.

A- Identification of the Company

• Original or Certified+ copy of the Certificate of Incorporation and any Certificate of Change of Name (if applicable).

• Original or Certified+ copy of the Certificate of Registration of Business Name (if you are trading under a name other than your company name).• Original or Certified+ copy of Memorandum & Articles of Association For Foreign Incorporated Entities, an English translation of the Constitutive documents of the

Company & Certification or Legal opinion will also be required from the Company’s Lawyers as to the identity of the Company and its corporate capacity and authority.

• Copy of the Company’s latest audited financial statements.• Detailed Diagram of the company ownership structure.

This must include full name, address and country of residence for all beneficial owners*.• Details of Beneficial Owners*, Directors and Company Secretary.

* A Beneficial Owner is defined as any individuals who ultimately own or control 25% or more of the shares or voting

rights in the Company or otherwise exercise control over the management of the Company.

B- Identification Requirements for Directors, Authorised Signatures and Beneficial Owners*

In accordance with the terms of the Criminal Justice (Money Laundering & Terrorist Financing) Act 2010, we need to establish proof of : • Identity AND • Current permanent residential address for at least two Company Directors or one

Company Director and one signatory and all Beneficial Owners*

Please provide one certified+ document from each category per person, as follows:

Forms of Photo Identification+ Forms of Address Verification+

Issued within the last six months

One of the following:

Current valid passport

Current driver’s licence (UK or ROI)

Current valid National ID Card (EU Only)

One of the following:

Utility bill i.e. electricity/ landline telephone/gas bill

Bank/Financial Institution statement or letter

* Certification should be carried out by a Bank or Financial Institution, Notary Public, Solicitor, Accountant, a member of An Garda

, Embassy Official or Commissioner for Oaths. Also selected locations of An Post (please see www.danskebank.ie/AnPost for

further information )

EXISTING CUSTOMER DB0000000000019402

NEW CUSTOMERDB0000000000019399

EXISTING CUSTOMER DB0000000000019402

NEW CUSTOMERDB0000000000019399

DANSKE BANK 5

Countries transfers will be from:

Business Activity:

Operating/Trading Country

Company Registration Number

Tax Registration Number

Years in Business

Accountant/Auditor Name and Address Details

Holding Company Y N

Ownership PLC LTD UNLTD

Other (Please provide detail):

Volume Amount Currency

Cash Deposit

Cash Withdrawal

Incoming Cross-

border Transfers

Outgoing Cross-

border transfers

Section 1 - Company Information

Name of entity: (the “Customer”)

Trading Name:

Correspondence Address:

Address Line 1:

Address Line 2:

Address Line 3:

Country:

Registered Address (if dif ferent to Correspondence Address)

Address:

Main Contact

Name:

Position held:

Telephone Number:

Email Address:

Secondary Contact:

Name:

Position held:

Telephone Number:

Email Address:

Description

Information to be completed by the Customer

** Company *** Group

Company turnover (€)

Assets value /Balance

Sheet Total (€)

Number of employees

Status

eg Limited company,

sole trader etc

** Company details should relate to the Company named above*** If part of a Group of companies, please ensure that the relevant Group level information is also provided

Expected Annual Account Transactions

Countries transfers will be to:

6 DANSKE BANK

Details of Company Secretary and all of the Company Directors

Please provide details for each product you select:

Purpose of the Account Source of Funds to maintain this account

Corporate Account - 1

Corporate Account - 2

Currency Account - 1




Business Investment Account

Business eSaver Account

Other (Please Specify)

COMPANY SECRETARY

Name:

Residential Address:

Country of residence:

Date of birth:

COMPANY DIRECTOR

Name:



Date of birth:

COMPANY DIRECTOR

Name:



Date of birth:

COMPANY DIRECTOR

Name:



Date of birth:

COMPANY DIRECTOR

Name:



Date of birth:

COMPANY DIRECTOR

Name:



Date of birth:

Source of funds to open the(se) account(s):

DANSKE BANK 7

Details of Beneficial Owners of the Company

Please provide additional information for either two Directors, or one Director and one Signatory. These identified individuals will need to provide proof of identity and proof of residential address, and complete a How we use Personal Information form on Page 21 and a Signature Card on Page 23.

POSITION:

Name:



POSITION:

Name:



BENEFICIARY

Name:

Home Address:

Country of Residence:

Date of Birth:

Percentage Shareholding:

BENEFICIARY

Name:

Home Address:


Date of Birth:


BENEFICIARY

Name:

Home Address:


Date of Birth:


BENEFICIARY

Name:

Home Address:


Date of Birth:


Please provide details of all Beneficial Owners - that is, individuals who ultimately own or control 25% or more of the shares or voting rights in the Company or who otherwise exercise control over the management of the Company. All Beneficial Owners will be required to provide suitable proof of identity and residential address, as outlined on Page 4. Please photocopy this page if necessary.

8 DANSKE BANK

Details of Shareholding Entity owning 25% or more

Deposit Interest Retention Tax (DIRT) Declaration

Please list below any shareholding entity that itself ultimately owns or controls 25% or more of the shares or voting rights in the Company or otherwise exercises control over the management of the company.

Company Name: Percentage Shareholding:




Do you wish to apply for DIRT exemption? Yes No* If yes are you incorporated in Ireland? Yes No*

If yes please provide your Irish Corporation Tax Reference Number

*If No i.e. that the company is a non-resident of Ireland please complete the Non-Resident Declaration on the following page.

DANSKE BANK 9

Declaration in accordance with Section 263, Taxes Consolidation Act, 1997.

A. DEPOSIT TAKER

Sort Code Account Number

Bank Name:

Account Name:

9 5 1

B. BENEFICIAL OWNER OF INTEREST ON DEPOSIT

Full Name

Address

Country of Residence

(“Address” in this part means the address of the person’s principal place of residence)

(At the time this declaration is made)

DECLARATION

I hereby, • declare that I am the beneficial owner of the interest on deposit mentioned at B above and that I am not resident in the State at the time this declaration is made, and

• undertake to notify you if I become resident in the State.

Signature

Date

10 DANSKE BANK

Section 2 – Package and Product Selection

(Please indicate the products or services which you wish to avail of from the Bank by ticking the box next to the option you require)

Danske Corporate Account

We would like a Danske Corporate Account. This will be the Main Business (Current) Account. Please indicate the quantity of additional Corporate Accounts Required Please tick if you would like to use the Switching Code to move your existing Euro Current Accounts to Danske Bank

Business eBanking

We would like to register for Business eBanking or We would like to be added to the existing Business eBanking agreement no. Please complete module and user information on Page 11 and 12.

Business Investment Account

We would like a Business Investment AccountPlease indicate the quantity of additional Business Investment Accounts required

Business eSaver Account We would like a Business eSaver Account

EFTS Services We would like to avail of the EFTS Payment Services and we will use the MainBusiness Account specified above. Purpose: Credit Debit

Note: You may alter the account that you use for this service at a later stage.

MasterCard Corporate Card Account

We would like a MasterCard Corporate Card Account

We would like to nominate one of the Corporate Accounts above for debiting the Corporate Card(s).We acknowledge that the Bank will confirm the details of this “Specified Account” to us once it isopened, in the event that no account is nominated, the card will be funded from the Main Business Account.Please complete application and cardholder application in Section 5, page 15.

Currency Account

We would like a Currency account in the following currency (please circle)

Other. Please specify

ATM/Debit Card

We would like an ATM/Debit Card

We would like to nominate one of the Corporate Accounts above for funding ATM/Debit Card(s). We acknowledge that the Bank will confirm the details of this “Specified Account” to us once it is opened, in the event that no account is nominated, the card will be funded from the Main Business Account.Please complete application on Page 13

GBP CHF USD DKK SEK NOK PLN HUF RON CZK CAD HKD JPY NZD ZAR AUD

DANSKE BANK 11

Section 3 – Product Agreements and Mandates

Danske Corporate AccountBy signing at the end of this Section 3, we agree and acknowledge that in relation to the Main Business Account:a. The account specified above will be held as my/our Main Business Account. b. If this Main Business Account is closed we will no longer be entitled to be treated as the holder(s) of a

Danske Bank Corporate package with the Bank and subject to the terms and conditions of each product will no longer be entitled to any of the products and benefits of the Danske Corporate package.

Danske Bank EFTS ServiceBy signing at the end of this Section 3, we agree and acknowledge that:a. It is our responsibility to ensure that there are sufficient funds in our account to cover the EFTS payment

requests submitted by us. We understand that failure to do so may either result in those payment(s) not being made, or in those payment(s) being delayed.

b. We authorise the Bank to debit our account(s) with the applicable charges for the EFTS Service, and we authorise the Bank to debit our account(s) with the value of all EFTS payment requests submitted by us.

Business eBankingBy signing at the end of this Section 3, we agree and acknowledge in relation to Business eBanking:a. We have read and understood the Module Description and understand the features of the relevant

modules;b. Based on our needs we have chosen the modules detailed below;

Standard Modules provided Ireland

Administration 3Markets Online Standard 3Currency Information 3Securities Information Standard 3Account Information 3Optional Modules Ireland UK# Norway# Sweden# Denmark# Finland#

Payments

File Transfers. - Free with Payment Module.Please note: This module is required for EFTS Services.

Collection ServicePlease note: Credit Facilities will be required.

Cards Module

Markets Online

Currency Trading

Securities Trading

Business eBanking Modules The Standard Modules provided will be set up

for Ireland, please select the other module

types and countries required.

# In order to use these modules, a current account within the Danske Bank Group in the selected countries must be held. A “Letter of consent” will be required from the relevant member of the Danske Bank Group in order to access these accounts.Please note: some module options will require further information and agreements.

If other module/requirement please specify:

Third parties and Third party mandates within the Danske Bank Group.If you intend to authorise any third parties, to access your Business eBanking accounts, you will need to complete a separate mandate giving this authority. Please tick here if you wish to receive this separate mandate for completion.

12 DANSKE BANK

Business eBanking – Administrator user authorisation

Enter the name of the people that you would like to be created as Administration Users in Business eBanking and

the access levels and authorities that you would like each Administrator User to have. The Administrator will set

up, view and Administer other users. At least one Administrator must have all administration rights.

The User identified as Administrator 1 will be granted the authority to use Administration in the ways set out

below. In addition it is the Customer’s responsibility to ensure that any copies of statements sent to the

eArchive of the Agreement Administrator (whether these are also provided in paper or not) are made available

to the Customer by the Agreement Administrator.

We confirm that the information contained in Section 3, correctly reflects our instructions to the Bank regarding our request for the selected products and services, and we confirm our consent to any member of the Danske Bank Group (the Bank or any subsidiary or holding company of the Bank, or any other company within Danske Bank Group’s group of companies including, without limitation, Danske Bank and any of its subsidiary companies)

accessing the information contained in Section 3.

ADMINISTRATOR 1

Name

ADMINISTRATOR 2

Name

Administrator User 1 will have - All Administration rights - Agreement administration - User administration - Agreement information - Order PIN’s and block user - Setting of Payment limits

Alone

Two-jointly

All Administration rights - Agreement administration - User administration - Agreement information - Order PIN’s and block user

Alone

Two-jointly

Specific Administration rights - Agreement administration, User administration, Agreement information

OR - User administration, Agreement information

- Order PIN’s and block user

OR - Agreement information

- Order PIN’s and block user

Alone

Two-jointly

Alone

Two-jointly

Setting of Payment Limits Alone

Two-jointly

Authorised Signatory

(Please sign above)

Name (CAPS)

Position:


(Please sign above)

Name (CAPS)

Position:

Please select the administration rights for Adminstrator 2

DANSKE BANK 13

Section 4: ATM /Debit Card Application and Mandate

We grant the following persons (each a “Cardholder”) authority to operate an ATM/Debit Card as stated below on our behalf, to make ATM withdrawals, use PIN activated services, and to make Point of Sale (“POS”) payments for goods and services in electronic terminals or through internet sites operated by retailers and approved for use under the Laser, Maestro or other Debit Schemes from:

The Main Business Account or f rom the Account specif ied in accordance with Sect ion 2

EXPLANATORY NOTES

Name of Cardholder: Any Cardholder must also have a separate mandate specified in Section 6 of this Agreement i.e. have sole

authority to operate the Account on which the ATM/Debit Card is to be issued.

ATM Limit: The ATM limit inserted should be a minimum of €50 and a maximum of €1,300. Please note that the default

limit is €450.

POS (Point of Sale) Option/Limit:

Option A – The Cardholder will be authorised to carry out POS transactions. If this option is chosen you must also

specify a POS Limit in the table above.

Option B – If this option is chosen there will be no restriction on the amount of one or more POS transactions other than

the extent of the balance of the account or overdraft facility (if applicable).

Option C – The Cardholder will not be permitted to use the Debit Card for POS transactions.

Please photocopy this page if you require additional Cardholders.

We request the Bank to issue such ATM/Debit Cards to each Cardholder named below.See notes below before completing

Name of Cardholder Specimen signature ATM Limit POS Option POS Limit ($)

Eg John Doe €1,000 A

B

C

€500

A

B

C

A

B

C

A

B

C

A

B

C

14 DANSKE BANK

We acknowledge and agree that:

a. We request you to issue the cards to the certain persons as requested by us from time to time (the “Cardholder(s)”), and who

we conf irm are over the age of 18.

b. The ATM/Debit card(s) can only be authorised for issue to Cardholders each of whom can operate the Account solely and

have sole authority to operate the Account under the Account Mandate at Section 6 of this Agreement.

c. The ATM / debit card(s) are subject to the Bank’s Terms and Conditions applicable to ATM/Debit card(s) and to the Account.

d. The Bank may honour and charge to the Account any and all transactions or withdrawals authorised in accordance with this

Card mandate and any costs, charges or expenses relating to them. It may do so without enquiring into their purpose or

circumstances, and whether or not the Account is in credit or overdrawn or becomes overdrawn in consequence of any such

charge, and whether or not there is any prior agreement for an overdraft.

e. This mandate shall cease to be effective in respect of any Cardholder if the Bank has received express written notice from us

of cancellation of the Cardholder’s mandate or (2) of removal of the Cardholder as a sole Cardholder or (3) to close the

Account.

f. If this mandate ceases to be effective for any reason, the Bank shall remain entitled to honour and to charge to the Account

and we shall be liable for any transactions or withdrawals (and costs, charges or expenses relating to them) made or

authorised under this mandate before all ATM/Debit Cards or other relevant items are returned to the Bank and any such

transactions or withdrawals (and costs, charges or expenses relating to them) charged to the Account after their return.

g. The provisions of this mandate do not limit the Bank’s right to block the Account or to refuse to respond to any enquiries or to

honour any instructions where it has a justif iable f inancial or legal reason for so doing.

h. We also understand that it is our responsibility to ensure that the Cardholder complies with the Terms and Conditions

applicable to the Card.

i. We understand that a ATM/Debit and PIN will be posted to each Cardholder in writing at his/her address registered with the

Bank.


(Please sign above)

Name (CAPS)

Position:


(Please sign above)

Name (CAPS)

Position:

DANSKE BANK 15

Section 5 - Application for a Corporate Card Account

We would like to apply to open a Card Account(s) and connected corporate cards (the “Cards”) for use by such

person(s) as may be requested by us from time to time (the “Cardholders”).

For more information regarding the benefits and charges of each Card please refer to

www.danskebank.ie/corporatecards. Note: Government Stamp Duty will apply to each card.

Total Credit Limit requested for the MasterCard Corporate

Card account:

€

(We note that the Total Credit limit must be equal to the sum

of the individual Cardholder limits. We note that it is

advisable to allow for six (6) weeks expenditure).

Corporate Card Account (the “Card Account”)

Business/Company name on card (maximum. 26 characters)

Bank Details -The account for debiting of the MasterCard

balance will be:

The Main Business Account

or

The Account specified in accordance with Section 2

By signing below , we agree and acknowledge that in relation to the Corporate Card:a. We request you to issue Cards to the Cardholders as requested by us from time to time and who we conf irm are over the age

of 18.

b. We recognise that we owe the Bank for any withdrawals made from the Card Account, including any interest, overdraft

interest, fees and charges, always subject, however, to the rules laid down in the applicable terms and conditions.

c. The Card(s) are subject to the Bank’s Terms and Conditions applicable for Corporate Cards.

d. The Bank may honour and charge to the Account any and all transactions or withdrawals authorised in accordance with this.

e. Additional benef its may be linked to cards issued on the Card Account.

f. The Bank will make a credit assessment of us, which may include obtaining information from or passing on information to

credit institutions, credit-rating agencies and banks as well as an assessment of our present (and previous) facilities with

any member of the Danske Bank Group.

g. The Bank will make continuous assessment of our f inancial standing, including any facilities we may have with other

members of the Danske Bank Group consequently, information on our customer relationships, including our customer

number, may be passed on to and received from other members of the Danske Bank Group. In addition the Bank may

exchange information with business partners for the establishment and administration of additional benef its to Cardholder’s

– and for the processing of any claims.

h. The Bank may request annual reports for the purpose of credit assessment.


(Please sign above)

Name (CAPS)

Position:


(Please sign above)

Name (CAPS)

Position:

16 DANSKE BANK

CARDHOLDERS CORPORATE CARD APPLICATION

Each Cardholder must complete one of these forms, please photocopy this page for each.

Card type:

MasterCard Corporate Classic

MasterCard Corporate Classic Standard

MasterCard Corporate Gold

MasterCard Corporate Platinum

Card limit:

Amount €

Cardholders customer no. (Bank Use) Cardholders Position

Cardholders Title and First name Cardholders Surname

Cardholders Home Address County or Post Code as appropriate

Name which the cardholder wishes to have on card (maximum 26 characters)

Important Bank Notice - If a guarantee is offered as security for this credit facility, we may be required by the Consumer Protection Code or otherwise by law to inform your guarantor about the terms of the credit facility or about any later changes to the terms. For this reason, you consent to the bank making such a contact with your guarantor, and agree that such contact shall not be deemed to be a breach of confidentiality or a breach of the requirements of the Data Protection Acts.

Travel Insurance Benefit (Applicable to Classic Standard, Gold or Platinum Cards) The Bank has taken out a travel insurance policy and holds the benefit of this policy in trust for Cardholders. An extract of the policy and a summary of the travel benefits can be found on the Bank’s website at www.danskebank.ie/termsandconditions. I understand that I will not have rights under the policy but as a MasterCard Corporate Classic Standard, Gold or Platinum credit cardholder I will be a beneficiary of the trust, as explained in the Travel Benefits Document. Please note this policy will only apply to Residents within the Republic of Ireland.

The Bank will give me 30 days prior written notice if:

· The coverage of the policy which the Bank holds is to change materially;

· The identity of the insurer providing the insurance is to change or;

· I will cease to benefit under the trust in respect of such insurance.

I understand that in such circumstances I will be entitled to terminate my Credit Card agreement by giving at least 30 days written notice, in accordance with the Terms and Conditions.

Cardholders certification:1. I confirm that the information given in this application is true and complete, and I certify by my signature that I have read

and accepted the MasterCard Corporate Card terms and conditions.2. I accept that:

- Additional benefits may be linked to the card- Danske Bank exchanges information with business partners for the establishment and administration of additional

benefits to my card – and for the processing of any claims.- This application, together with the Danske Bank Corporate Card terms and conditions and the “Clear and Simple:

Business fees and charges explained” brochure, forms the contractual basis of the MasterCard Corporate Card Agreement. I confirm I have read and understood these.

I am aware that Danske Bank receives a commission on my use of the card in shops and other outlets.

Signature:

Name: (CAPS) Date:


(Please sign above)

Name (CAPS)

Position:


(Please sign above)

Name (CAPS)

Position:

DANSKE BANK 17

Section 6 Account Mandate

Name of Person Authorised

(mandate holder)Specimen signature

Customer No

(Bank Use Only)

Mandate Authority

Type

See notes below

Eg John Doe 12345678 A

(Please note this mandate is separate to any authorisations agreed for use of Business eBanking):

We, hereby grant the following persons (the “Mandate Holders” and each a “Mandate Holder”) authority to instruct the Bank as follows:

(Please indicate, by ticking the box next to each mandatory’s name, the transactions for which that the mandate holder is authorised.)

Mandate S Separate (Sole) Mandates [which means the Mandate Holder is authorised to act separately and without the need for the signature or confirmation of any other Mandate Holder]

Mandate A [which means that the Mandate Holder is only authorised to act jointly with any other Mandate Holder]

Mandate B [which means that the Mandate Holder is only authorised to act jointly with another Mandate Holder who is not also authorised with a B mandate]

Mandate C [which means that the Mandate Holder is only authorised to act jointly with another Mandate Holder who is not also authorised with a C mandate]

Mandate Types - Select the type of authority by choosing one of the following for each Mandate Holder:

The mandate applies to (mark the appropriate option with an X)

All Accounts currently open or to be opened in the future OR Only the Accounts specified below

Account Number Account Number Account Number

Account Number Account Number Account Number

(i) to open the accounts or services where indicated above, (the “Accounts”) and such further Account(s) as may be requested from

time to time by two or more Mandate Holders and to execute any and all such documents and or provide such directions and or

instructions as appear, in the absolute discretion of a Mandate Holder to be necessary or conducive to the opening and ongoing

operation of such Accounts.

(ii) to operate (including but not limited to making enquiries, giving instructions, authorising transactions and withdrawing or

purchasing money in any currency) the Account on my our behalf. We acknowledge that transactions may (subject as provided

below) be authorised by the establishment, drawing, marking, accepting, endorsing or discounting of cheques, standing orders,

direct debits, orders for payment, bills of exchange or promissory notes or by any other means.

18 DANSKE BANK

We, the Customer acknowledge and agree that:

1. No Account can be operated until the Bank confirms to us that it has been opened.

2. This document forms part of the agreement between us and the Bank governing any Account.

3. The Bank will assume that the transactions on an Account (the “Transactions” or each a “Transaction”) are carried out on our account and at our risk unless it receives written instructions to the contrary.

4. The Account and this Mandate will be subject to any terms and conditions or other requirements applicable to any particular Account or particular means of making enquiries, or giving instructions in relation to or otherwise operating an account. including but not limited to the Bank’s General Terms and Conditions for Business and Terms and Conditions for each relevant Account and that we have read and understood the contents of these documents.

5. Credit, debit or cash cards will only be issued to the Mandate Holder on completion of the appropriate documentation, subject to credit approval.

6. Any chequebook(s) issued in relation to the Account will be in the name(s) of the Customer.

7. The Bank may (without enquiring into the purpose or circumstances of any instructions transactions or withdrawals) honour and charge to the relevant account whether in credit or overdrawn or becoming overdrawn in consequence of any such charge (and notwithstanding that there may be no prior agreement for an overdraft) all instructions, Transactions or withdrawals in accordance with this mandate and any costs, charges or expenses relating thereto.

8. The obtaining by the Bank of any specific authorisation for any Transaction or withdrawal shall not preclude the Bank’s ability to rely on this mandate in relation to that or any other Transaction or withdrawal for so long as this Mandate remains effective.

9. This Mandate shall not apply to any particular Account listed above if the Customer issue(s) a new mandate in favour of a Mandate Holder for that Account.

10. If this Mandate ceases to be effective for any reason, the Bank shall remain entitled to honour and to charge to the relevant account(s) and we shall remain liable for any transactions or withdrawals (and costs, charges or expenses relating thereto) made or authorised under this mandate prior to all cheques, cards or other relevant items being returned to the Bank and any such transactions or withdrawals (and costs, charges or expenses relating thereto) charged to any such account after their return. The Bank shall have no responsibility for recovery of any of these items.

11. The provisions of this mandate do not limit the Bank’s right to block the account(s) or any of them or to refuse to respond to any enquiries or to honour any instructions where it has a right to do so under the terms and conditions for the account.

12. We are satisfied for the Bank to record any telephone conversation between the Bank and us, our employees and agents: agree that except as has been

or is otherwise agreed between us in writing, such tape recording shall constitute documentation of any agreement between us and may be produced in evidence: and agree that any such tape recordings are and remain the Bank’s property and are for its own use only.

13. The Bank must be notified in writing if we want to change this mandate. The mandate will remain in force until the Bank has received written revocation of cancellation from the Customer. Any two mandate holders may, acting jointly, add a new mandatory or delete an existing mandatory, any such addition/deletion to be notified to the Bank forthwith in writing, and any such written notification to the Bank to be treated as conclusive proof of the addition/deletion referred to therein.

14. We have provided a copy of our Certification of Incorporation and Memorandum and Articles of Association (or our equivalent company constitutional documents if the Customer was incorporated outside Ireland).

15. We and the persons signing this mandate on behalf of us, hereby represent, warrant, undertake and confirm that we are duly authorised by us to sign this mandate and thereby to bind us hereto and in the manner provided herein.

Electronic CommunicationIndemnityWe are satisfied for the Bank to act on any instruction/s communicated by any mandatory, whether by e-mail, telephone, fax or electronically (whether via the internet or otherwise) and in the event of the Bank suffering any cost, expense or loss of any nature as a result of acting in reliance upon any instruction that the Bank reasonably considers to have been made or issued by one or more mandatories and which was not so made or issue, we hereby agree to indemnify the Bank forthwith upon demand against any such cost, expense or loss of any nature so arising.

ConsentIt is hereby agreed, that (i) we are satisfied for you to communicate with us by way of unencrypted e-mail, and (ii) you are not liable for (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of your sending any unencrypted email that contains any information of any nature regarding us or our officers, staff or employees, and/or (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message that you may send.

In this Customer Agreement and Mandate ‘We’, ‘we’, ‘us’ and ‘our’ means the Customer (being the company, co-operative, partnership or trust) by for and on behalf of which this mandate is signed.


(Please sign above)

Name (CAPS)

Position:


(Please sign above)

Name (CAPS)

Position:

DANSKE BANK 19

Section 7 - Board Resolution

EXTRACT FROM THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF

(the “Company”)

DULY CONVENED AND HELD ON AT AT A.M/P.M. Date Place Time

“IT WAS RESOLVED that, notwithstanding any (if any) personal interests of the Directors of the Company it is in the best interests of the Company (direct and indirect) that:

(1) The Corporate and Institutional Banking Customer Agreement, and each component part thereof and each document referred to therein, be and are hereby approved;

that

(both of the persons aforesaid being hereafter referred to as the “Authorised Signatories”) be and are

hereby authorised to sign that Customer Agreement, Mandate and associated account opening documentation by for and on behalf of the Company and thereby to bind the Company;

(2) The Authorised Signatories be and are hereby authorised to choose and identify in the Mandate the

initial Mandate Holders (the “Mandate Holders” and each a “Mandate Holder”);

(3) Any two Mandate Holders acting jointly, be and are entitled, to authorise the addition of a further Mandate Holder or the removal of an existing Mandate Holder, and any such addition/deletion shall be notified to the Bank forthwith in writing, any such written notification to the Bank to be treated as conclusive proof of the addition/deletion referred to therein if the said notification is signed jointly in writing by any two duly authorised Mandate Holders (except, in the case of an appointment of a new Mandate Holder, that new Mandate Holder);

(4) In these resolutions, as minuted, the following terms shall bear the following meanings: “Bank” means Danske Bank A/S, whether trading in the Republic of Ireland as Danske Bank or

otherwise, and any of its subsidiaries or affiliates from time to time; and “Mandate” means the mandate contained in the Danske Bank “Corporate and Institutional Banking Customer Agreement incorporating a banking mandate” to the Bank, tabled before the meeting for its consideration and approval, whether in the form as tabled before the meeting or substantially in the form thereof.

Print name of Authorised Signatory Specimen Signature of Authorised Signatory

20 DANSKE BANK

IT IS HEREBY CERTIFIED THAT:

(1) The above is certified as a true extract of a meeting of the Board of Directors of the Company duly convened and held; and

(2) The resolutions set out in the above extract were duly passed in accordance with the constitutional document(s) of the Company (whether the Memorandum and Articles of Association of the Company or otherwise) and have not been amended, revoked, rescinded or superseded; and

(3) The name/s and specimen signature/s set out below are those of the Authorised Signatories:(4) The terms and conditions have been read, understood and accepted and we have received the Bank’s

terms of business.

PLEASE NOTE THAT BY SIGNING BELOW YOU ARE CERTIFYING THE ABOVE MINUTE TO BE TRUE AND ARE ALSO DEEMED TO BE SIGNING THE ABOVE “MANDATE FOR COMPANY – OPENING ACCOUNT(S)”.

Date

Name of Chairman/Director (in capital letters) Signature of Chairman/Director

Name of Director/Secretary (in capital letters) Signature of Director/Secretary

DANSKE BANK 21

Section 8 –How we use Personal Information

To be completed by all individuals who provide the Bank with a copy of their identity and proof of address documents. Please photocopy one of these forms for each individual (pages 21 and 22)

1. Information, including your personal data, provided by

you and generated during the course of your

relationship with us will be used by us for the purposes

of managing our relationship with you including, for

example, determining your suitability for, and managing

our provision of, a particular f inancial product or

service. We may also use your information for

marketing, debt recovery, fraud prevention, and

research purposes. We will not collect any more

personal data from you than is necessary to fulf il these

purposes. We may be required to retain personal data

for audit or legal or regulatory reasons for a certain

period even if your relationship with us ceases. We will

not retain your data for longer than necessary.

2. The Bank, in its absolute discretion, may from time to

time temporarily grant its customers unauthorised

credit. So, for example, The Bank, may in its absolute

discretion elect to facilitate a customer by encashing a

cheque/payment that would otherwise be ‘bounced’, or

by allowing credit to be drawn temporarily on an

account where this has not been duly authorised. Of

course The Bank gives no commitment that it will do so

in any one instance or that having done so in one

instance it will do so again. Moreover, an interest cost

will be incurred by the relevant customer. To enable The

Bank to facilitate customers in this matter, please note

that credit-related questions are asked of all

customers seeking to open a current account with The

Bank.

3. We may also need to collect, use, process and disclose

certain sensitive personal data relating to you (e.g.

details of your health record or condition, lifestyle or

criminal convictions), for example in circumstances

where we arrange life assurance or payment protection

insurance, where we arrange life assurance or payment

protection insurance, where you require special

services, for insurance purposes if you injure yourself

on our premises, to process an insurance claim or

allow extra time for loan repayments or to understand

the purpose of a loan.

4. We may disclose your data and/or sensitive personal

data under strict obligations of conf identiality to our

agents and/or service providers for the purposes

referred to above. We may disclose your data to other

members of the Danske Bank Group. We may be obliged

to disclose your information, including your personal

data and/or sensitive personal data, to our auditors,

bankers, legal and other professional advisers and to

third parties (including government agencies) as may

reasonably be required in connection with the

purposes referred to above or pursuant to any law or

court order.

5. In the course of your relationship with us, you may

occasionally speak with our employees (or persons

acting on our behalf) by telephone. To ensure that we

provide a quality service, your telephone calls may be

recorded. We will treat the recorded information as

conf idential and will only use it for staff training/quality

control purposes, conf irming details of your

conversations with us, or any other purposes

mentioned in this notice.

6. You have the right to ask for a copy of any personal data

and/or sensitive personal data held about you (for

which we may charge a small fee) and to have any

inaccuracies in such personal data and/or sensitive

personal data corrected. If you wish to avail of this

right, please contact our Data Protection Off icer,

FREEPOST F1116, 1 Airton Close, Dublin 24.

7. You acknowledge that by signing this notice, you hereby

consent to the collection, processing use and

disclosures of your information, including your personal

data and sensitive personal data, as set out in this

notice.

8. In certain instances your data may be transferred

outside the European Economic Area and by signing

this notice you are deemed to expressly consent to this.

9. In this document: “we”, “us”, “Danske Bank”, the Bank

and “our” means Danske Bank A/S, a company

incorporated in Denmark, trading in Republic of Ireland

as The Bank and having its registered address at 3

Harbourmaster Place, IFSC, Dublin 1; and “you” and

“your” means the signatory hereto or the business for

which such signatory is signing.

10. Subject to the marketing preferences indicated below,

we, other group companies and/or third parties

carefully selected by us may wish to contact you with

information relating to products or services that may

be of interest to you. In the event that you cease to be a

customer, and subject to the marketing preferences

indicated -, we will retain your details and continue to

keep you up to date with information relating to

products or services which may be of interest to you.

22 DANSKE BANK

EMAIL COMMUNICATION

Danske Bank A/S trading in the Republic of Ireland as Danske Bank is committed to customer confidentiality however we can communicate with you via unencrypted e-mail. Unless otherwise advised by you in writing, we shall assume, and it is hereby agreed between us, that (i) you are satisfied for us to communicate with you by way of unencrypted e-mail, and (ii) we are not liable for (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending any unencrypted email that contains any information of any nature regarding you; and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any e-mail message that we may send.

I agree and consent for you to communicate with me via unencrypted e-mail.

MARKETING PREFERENCES

Danske Bank would like to provide you with further information on new products or services available from ourselves or other companies within our group. You may have a right not to receive this information.

Please tick the box below if you do NOT want to receive this

information: by mail

by phone

Please tick the box below if you DO WANT to receive this

information: by e-mail

SMS text or picture messaging

by fax

If at any time in the future you decide that you do not want to receive any marketing information from us at all, or in any particular

form, please let us know by writing to us at: Danske Bank Data Protection Officer, FREEPOST F1116, 1 Airton Close, Dublin 24,

(Freefone no: 1800 818 300).

Name: (CAPS)

Signature:

Date:

Email:

For Bank use only:

Comment added to “Comments & Contacts” section.

Tick box to confirm & initial here

DANSKE BANK 23

Section 9 – Signature Card

All authorised signatories and account users must complete this form, please photocopy this page for each user.

I hereby give consent to Danske Bank A/S trading as Danske Bank to hold my signature on this form and electronically. The signature will be used when checking a signature on a document.

Date

Signature

(The signature must be signed in black or blue ink and be kept inside the box)

Customer Number:(For Bank use only)

Danske Bank A/S (trading as Danske Bank) is authorised by The Danish

FSA in Denmark and is regulated by the Central Bank of Ireland for

conduct of business rules.

Danske Bank A/S is a plc registered in Copenhagen, CVR-no. 61126228,

at the Danish DCCA. Registered branch in Ireland Company No. 905623

with office at 3 Harbourmaster Place, IFSC, Dublin 1. Registered office in

Denmark: 2-12, Holmens Kanal, DK-1092, Copenhagen K, Denmark.

Details of all Danske Bank A/S directors can be viewed at its

registered offices.

www.danskebank.ie

2013.08 LC6322

Corporate and Institutional Banking Customer Agreement · 2 DANSKE BANK Corporate and Institutional Banking Customer Agreement Contents Completion Instructions 3 Section 1 - Company

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